Meyer Burger Technology Ltd (SIX Swiss Exchange: MBTN) (the “Company”) announced today that it is launching a voluntary incentive offer to holders of the CHF 100 million 5.5% convertible bonds due 2020 issued by the Company (the “Bonds”) (the “Incentive Offer”). The Bonds, bearing ISIN number CH0253445131 and Ticker-Symbol MBT14, were issued on 17 September 2014 and amended by majority vote at a bondholder meeting on 25 November 2016. Acceptance of the Incentive Offer will allow Meyer Burger to save future interest payment and to convert the corresponding liability into equity early without incurring any additional dilution compared to a conversion after the next coupon payment date which is likely based on the current trading of the Bonds and the Shares.
As further set out in the official offer document dated 27 November 2017, the Company offers to pay a cash incentive of CHF 250 per CHF 5,000 principal amount of the Bonds to holders of the Bonds who elect to exercise their right to convert their Bonds into Meyer Burger registered shares (“Shares”) at the prevailing conversion price in accordance with the terms and conditions of the Bonds (the “Terms of the Bonds”) during the period starting today and ending at 16.00 CET on 5 December 2017 (the “Acceptance Period”).
Meyer Burger has engaged Credit Suisse as dealer manager for the Incentive Offer.
Terms and conditions of the Incentive Offer
Bond conversion: The Bonds for which holders accept the Incentive Offer are to be converted into Shares at a conversion price of CHF 0.98, i.e. at a conversion ratio of 5,102.04082 Shares per CHF 5,000 principal amount of Bonds as provided for in the Terms of the Bonds, resulting in a maximum number of 102,040,816 new Shares being issued.
Accrued interest: The Company will not pay accrued interest on the Bonds for which holders accept the Incentive Offer.
Cash Incentive Amount: The Bondholders accepting the Incentive Offer will be eligible to receive a cash payment of CHF 250 per CHF 5,000 principal amount of Bonds.
Acceptance period: The Acceptance Period starts today with this public announcement and ends on 5 December 2017 at 16:00 CET. Meyer Burger expects to announce the results of the Incentive Offer on 6 December 2017 until 07:30 am CET.
Settlement: The Settlement of the Incentive Offer, i.e. the delivery of the Shares to bondholders who have accepted the Incentive Offer and the payment of the cash amount is expected to be on 11 December 2017.
The Incentive Offer does not impact the Terms of the Bonds. However, pursuant to Condition 5(b)(i) of the Terms of the Bonds, if less than fifteen (15) per cent of the aggregate Principal Amount of the Bonds are outstanding then the Issuer has the right to redeem all remaining Bonds.
Contacts:
Ingrid Carstensen
Corporate Communications
Phone: +41 (0)33 221 28 34
ingrid.carstensen@meyerburger.com
Daniel Eicher
c/o Tolxdorff & Eicher Consulting
Phone: +41 (0)33 221 28 83
daniel.eicher@meyerburger.com
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